Smartbargains, Inc. 401(k) Plan

Transcription

1 Smartbargains, Inc. 401(k) Plan ENROLL NOW TO TAKE FULL ADVANTAGE OF YOUR RETIREMENT SAVINGS PLAN BENEFITS

2 Save for retirement through Smartbargains, Inc. 401(k) Plan easily, regularly, and automatically. With all the responsibilities and financial priorities you might be juggling mortgage payments, parenthood, saving or paying for college, caring for parents, and more it can be easy to overlook the need to save for retirement. But it s important to set aside money for retirement as early and regularly as you can, because the quality of your retirement years could very well depend on how much you have been able to save. As you consider enrolling in Smartbargains, Inc. 401(k) Plan and selecting investment options for your account, please review this Enrollment Guide. It contains valuable information that may help you better understand the basics of investing, as well as help you make the most of your company's retirement savings plan. LOOK INSIDE FOR: How much you can save Participating in your plan Investment Spectrum Next Steps Description of investment options Enrollment form Beneficiary form Rollover contribution form Please review this information carefully. Fidelity resources to help you manage your retirement savings account: Visit Call the Fidelity Retirement Benefits Line at to use the automated voice response system. Contact Fidelity Representatives at who are available from 8:30 a.m. to 8:00 p.m. in your local time zone to assist you. Para ayuda en Español, comuniqúese con los representantes de Fidelity, quienes están a su disposición para ayudarle desde las 8:30 a.m. a las 8:00 p.m. en su huso horario local, llamando al número

3 how much CAN YOU SAVE A hypothetical illustration Hypothetical rate of return: 7% Time is money. These hypothetical charts illustrate the potential growth of your 401(k) savings if you start contributing to the Plan now. The columns compare monthly contributions of $50 and $100 and what you could potentially accumulate after 10 years and after 25 years. Hypothetical pretax account balance illustration $100,000 Tax-deferred earnings Your pretax contributions $90,000 $80,000 $70,000 $60,000 $50,000 $57,727 $40,000 $30,000 $28,863 $20,000 $10,000 $0 $2,691 $6,000 $5,383 $12,000 $15,000 Hypothetical pretax contribution rate $50 Contribution $100 Contribution $50 Contribution $100 Contribution 10 years 10 years 25 years 25 years Total hypothetical account balance $8,691 $17,383 $43,863 $87,727 $30,000 The Cost of waiting. Based on this hypothetical illustration and the assumptions below, if you put off contributing to your Plan for just five years, you ll likely have much less money in your 401(k) plan for retirement than if you start saving this year. In ten years you would have $4,290 less with a $50 monthly contribution and $8,580 less with a $100 monthly contribution. Enroll today. Sample enrollment guides omit the participant's name and contain hypothetical account information and data which is not indicative of a current participant's 401(k) retirement plan. Your hypothetical illustration is based on the following assumptions: You will remain employed and contribute at the indicated rates throughout the periods shown. The indicated contribution rate remains constant throughout the periods shown. Your account increases at the hypothetical annual rate of return of 7% compounded annually. You make neither withdrawals nor loans. All earnings are reinvested. IRS limits on compensation and pretax contributions apply. Current limits are indexed and adjusted for cost of living increases using a hypothetical inflation rate of 3% annually. If you are designated a highly compensated employee, additional limits may apply. All calculations assume contributions, including company match, are made the last day of the year. You are assumed 100% vested in your Plan. This hypothetical illustration is for educational purposes. Your actual benefits are provided solely according to the terms of the Plan. Your actual account balance at any point in the future will be determined by the contributions that have been made, any plan activity, and any investment increases or losses that may occur. The illustrations of future balances should in no way be construed to imply any guarantee of future employment. Values are for illustrative purposes only and do not reflect the performance of any particular investment. Your own investment returns may be greater or less than this hypothetical illustration, and income taxes, and in some cases penalties, will be due when you withdraw savings from the Plan. The actual rates of return for the periods shown will vary. Systematic investing does not ensure a profit nor guarantee against loss in declining markets. 3

4 PARTICIPATING IN Y OUR plan There are many benefits to participating in the Smartbargains, Inc. 401(k) Plan. One of the primary benefits is that you will receive help reaching your financial goals for retirement. By reviewing the important information in this guide and visiting Fidelity NetBenefits at you can take advantage of what your company and Fidelity have to offer. When am I eligible for the Plan? You are eligible to participate in the Plan if: you are employed by the Employer you are at least 21 years old How do I enroll? To enroll, fill out the enrollment form and the beneficiary form in the back of this guide and return it to your company s benefits department. When is my enrollment effective? Once you satisfy these requirements you will become a participant in the Plan on the first day of the following month. How much can I contribute? Through automatic payroll deduction, you may contribute between 1% and 60% of your eligible pay on a pretax basis, up to the annual IRS dollar limit (2010 = $16,500). You may change your deferral percentage as applicable on the next Plan entry date (first day of each month). At certain times of the year, if you have not exceeded IRS pretax dollar contribution limits or Plan percentage limits, you may be able to make an additional deferral contribution to the Plan. You need to contact your plan administrator about the proper procedure for making additional deferral contributions. Can I roll my prior employer s retirement plan account into this one? You may be permitted to roll over assets into this Plan from a previous employer's retirement plan or an IRA. To complete a rollover in the Plan follow these easy steps: Contact your prior plan provider to request a rollover distribution Rollover check issued should be made payable to Fidelity Management Trust Company FBO: your name and sent to you Complete the Fidelity Rollover contribution form provided in the back of this Enrollment Guide Return both the Fidelity rollover contribution form and the check from your prior plan to your current plan administrator so they may authorize the contribution When am I vested? The term "vesting" refers to the portion of your account balance that you are entitled to under the plan's rules. You are always 100% vested in your: - employee pretax account - rollover account - and any earnings thereon. If you expect to receive bonus compensation and have not exceeded IRS pretax dollar contribution limits or Plan pretax contribution percentage limits, you may be able to make an additional deferral contribution to the Plan. You need to contact your plan administrator about the procedure for making an additional deferral contribution of up to 100% of a bonus paid to you. If you are age 50 or over by the end of the calendar year and have reached the annual IRS limit or Plan's maximum contribution limit for the year, you may make additional salary deferral contributions to the Plan up to the IRS Catch Up Provision Limit (2010 = $5,500). 4 For more information about your plan, go to

5 Can I take a loan* from my account? Loans from your Plan account are also available. Generally, you may borrow the lesser of 50% of your vested account balance or $50,000. Any outstanding loan balances over the previous 12 months may reduce the amount you have available to borrow. The minimum loan amount for the plan is $1,000. Loan repayments (plus interest) to your plan account are automatically deducted from your pay through after-tax payroll deduction. You may have one loan outstanding at one time. Failure to pay off loans in a timely manner will make them subject to income tax and possibly early withdrawal penalties. Be sure you understand the plan guidelines and impact of taking a loan before initiating a loan from your plan account. *Additional fees may apply. Can I make withdrawals from my account? Withdrawals from the Plan are generally permitted in the event of termination of employment, severe financial hardship, or death. Keep in mind that withdrawals are subject to income taxes and possibly to early withdrawal penalties. How do I access my account? Through Fidelity NetBenefits at you have access to your account information, retirement planning tools, and e-learning workshops that provide you access to self-paced training on savings and investing principles. You can also obtain account statements through Fidelity upon request. You may call the Retirement Benefits Line at between 8:30 a.m. and 8:00 p.m. in your time zone on any business day for more information on your account. Fidelity Representatives can assist you with transactions and answer many of your questions regarding retirement savings. How do I plan? Through Fidelity NetBenefits at you have access to your account information and retirement planning tools including: Live and self-paced learning workshops. The workshops cover a variety of topics including determining your retirement savings needs, evaluating your investment options and keeping your investment strategy on track to help you achieve your retirement goals. The Retirement Check Up which provides you with a snapshot in time of your financial situation and shows how your current planning strategy can impact potential accumulated money tomorrow.* *To find the Retirement Check Up and a suite of planning tools go to the Tools and Learning section on NetBenefits. In addition, you can take advantage of local Investor Centers by scheduling time with a Fidelity Representative to discuss your total investment needs beyond your retirement savings plan. Or, if you prefer, call Fidelity for a complimentary portfolio review. *The tool's illustrations result from running a minimum of 250 hypothetical market simulations. The market return data used to generate the illustration is intended to provide you with a general idea of how asset mixes have performed historically. Our analysis assumes a level of diversity within each asset class consistent with a market index benchmark that may differ from the diversity of your own portfolio. Please note that the projections do not reflect the impact of any transaction costs or management and servicing fees; if these had been included, the projected account balances would have been lower. IMPORTANT: The projections or other information generated by the Retirement Checkup regarding the likelihood of various investment outcomes are hypothetical in nature, do not reflect actual investment results and are not guarantees of future results. Results may vary with each use and over time. 5

6 How do I change my investment options? You may request investment changes (exchanges) or redirect future contributions among investment options any business day as determined by the Financial Industry Regulatory Authority on line through Fidelity NetBenefits at or by calling the Retirement Benefits Line at Create an Asset Allocation that s right for you:! You can create an asset allocation strategy by using Portfolio Review located in the Tools and Learning section of NetBenefits Exchanges from the Managed Income Portfolio* to certain bond or money market funds (considered "competing funds"), must first be exchanged to an option that is "non-competing," such as an equity mutual fund. After 90 days, you can then exchange to a "competing fund". Please contact your Plan Administrator or a Fidelity Representative at for more information. *The Managed Income Portfolio is not a mutual fund, but is a commingled pool of the Fidelity Group Trust for Employee Benefit Plans. It is managed by Fidelity Management Trust Company. How do I manage my account? Through Fidelity NetBenefits at you may sign up to receive alerts via when your retirement savings account strays from the investment allocation you established. 6 For more information about your plan, go to

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8 INVESTMENT options Before investing in any mutual fund, please carefully consider the investment objectives, risks, charges and expenses. For this and other information, call or write Fidelity for a free prospectus or, if available, a summary prospectus. Read it carefully before you invest. What follows is an introduction to the investment options you can choose for your plan account. You can spread your investments among several options to take advantage of what each has to offer and help balance different types of risk. Reviewing this information can help you understand and compare your options. For more complete information about any of the mutual funds available through the plan, including fees and expenses, log on to Fidelity NetBenefits at or by calling the Retirement Benefits Line at for prospectuses. Read them carefully before you invest. More Conservative Categories to the left have potentially more inflation risk and less investment risk More Aggressive Categories to the right have potentially less inflation risk and more investment risk Money Market Stable Value Bond Balanced / Hybrid Domestic Equities International / Global Equity Specialty Company Stock " Managed Income Portfolio " Fidelity Government Income Fund " Fidelity Balanced Fund Large Value Large Blend Large Growth " Fidelity " Fidelity Equity- Fund Income Fund " Spartan 500 Index - Investor Class " Fidelity Diversified International Fund Mid Value Mid Blend Mid Growth " Fidelity Growth Strategies Fund " Fidelity Mid- Cap Stock Fund Small Value Small Blend Small Growth This spectrum, with the exception of the Domestic Equity category, is based on Fidelity s analysis of the characteristics of the general investment categories and not on the actual investment options and their holdings, which may change frequently. Investment options in the Domestic Equity category are based on the options Morningstar categories as of the most recent calendar quarter. Morningstar categories are based on a fund s style as measured by its underlying portfolio holdings over the past three years and may change at any time. These style calculations do not represent the investment options objectives and do not predict the investment options future styles. Investment options are listed in alphabetical order within each investment category. Risk associated with the investment options may vary significantly within each particular investment category, and the relative risk of categories may change under certain economic conditions. For a more complete discussion of risk associated with the mutual fund options, please read the prospectuses before making your investment decision. The spectrum does not represent actual or implied performance. 8 For more information about your plan, go to

9 Additional Investment Options: Fidelity Asset Manager Funds offer a blend of stocks, bonds, and short-term investments within a single fund. They are designed for investors who don't want to go through the process of picking several funds from the three asset classes but who still want to diversify among stocks, bonds, and short-term investments. Remember that investing in one investment option may not be a complete or diversified retirement program. Fidelity Asset Manager 50% The portfolio manager of the Fidelity Asset Manager funds has the flexibility to periodically shift investments among the three asset classes (stock, bond, short-term investments), depending on the current outlook for the various markets. The risk levels of the Fidelity Asset Manager funds cannot be portrayed as a single point on the standard objective spectrum along with the other investment options because they can change periodically according to how the assets are invested. Placement of each Fidelity Asset Manager fund on this spectrum is in relation to the other Fidelity Asset Manager funds, which have different investment strategies. 9

10 NEXT steps To learn more about Smartbargains, Inc. 401(k) Plan and to enroll, just follow these simple steps: Step 1: Complete the enrollment and beneficiary forms enclosed at the back of this booklet. Step 2: Return those forms to your benefits department. For your convenience we have also included a rollover contribution form to assist you with rolling over prior plan assets into this plan if you should so choose. Enroll today, and start saving for your retirement. 10 For more information about your plan, go to

11 DESCRIPTIONS OF INVESTMENT options STABLE VALUE FUNDS Managed Income Goal: Seeks to preserve your principal investment while earning a level of interest Portfolio income that is consistent with the principal preservation. MIP seeks to maintain a 0632 stable net asset value (NAV) of $1 per share, but it cannot guarantee that it will be able to do so. The yield of MIP will fluctuate. What it is: A stable value fund (not a mutual fund). It is a commingled pool of the Fidelity Group Trust for Employee Benefit Plans and is managed by Fidelity Management Trust Company (FMTC). What it invests in: MIP invests in investment contracts issued by insurance companies and other financial institutions ("Wraps"), fixed income securities, and money market funds. Wraps are designed to permit the use of book value accounting to maintain a constant $1 NAV. Wraps are purchased in conjunction with an investment by MIP in fixed income securities. These securities may include, but are not limited to, U.S. Treasury and agency bonds, corporate bonds, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, and bond funds. MIP may also invest in futures contracts, option contracts, and swap agreements. FMTC, as investment manager and trustee of the Fidelity Group Trust for Employee Benefit Plans, has claimed an exemption from registration under the Commodity Exchange Act and is not subject to registration or regulation under the Act. Through the use of book value accounting, there is no immediate recognition of investment gains and losses on MIP's securities. Instead, gains and losses are recognized over time by adjusting the interest rate credited to MIP under the Wraps. The Wraps provide for the payment of participant-directed withdrawals and exchanges at book value (principal and interest accrued to date) during the term of the Wraps. In order to maintain the Wrap issuers' promise to pay participant-initiated withdrawals and exchanges at book value, the Wraps impose ongoing contractual commitments on MIP as well as the plans invested in MIP. Withdrawals from MIP are subject to certain restrictions. For example, withdrawals prompted by certain events (e.g., termination of MIP, changes in laws or regulations) may be paid at market value which may be less than book value. Plan sponsor-directed withdrawals may be required to be preceded by 12 months written notice. All Wraps and securities purchased for MIP must satisfy FMTC's credit quality standards. The Wraps and securities purchased for MIP are backed solely by the financial resources of the issuers. Although MIP seeks to maintain a stable $1 NAV, it is possible to lose money by investing in MIP. MIP's yield will fluctuate. Who may want to invest: " Someone who wants to try for a slightly higher yield than is offered by money market funds and who is willing to accept slightly more investment risk. " Someone who is interested in balancing an aggressive portfolio with an investment that seeks to provide stability of price. Footnotes: An investment in the fund is not insured or guaranteed by FMTC, the plan sponsor, the FDIC, or any other government agency. Under the Wraps, certain funds offered by your plan may be deemed to "compete" with MIP (e.g., money market funds, short term bond funds). You are not permitted to make a direct exchange from MIP to these competing funds. You must instead first exchange to a non-competing fund for 90 days. While these requirements may seem restrictive, they are imposed by the issuers of the Wraps as a condition for issuing the Wraps to retirement plans. 11

12 BOND FUNDS Fidelity Government Income Fund 0054 Objective: Seeks a high level of current income, consistent with preservation of principal. Strategy: Normally investing at least 80% of assets in U.S. Government securities and repurchase agreements for those securities. Investing in instruments related to U.S. Government securities. Engaging in transactions that have a leveraging effect on the fund. Risk: Fixed income investments entail interest rate risk (as interest rates rise bond prices usually fall), the risk of issuer default, issuer credit risk and inflation risk. Leverage can increase market exposure and magnify investment risk. Who may want to invest: " Someone who is seeking a fund that invests primarily in securities issued by the U.S. government and its agencies or instrumentalities. " Someone who is seeking diversify a growth-oriented portfolio with a more conservative investment option. Footnotes: A mutual fund registered under Fidelity Income Fund, and managed by Fidelity Mgmt & Research Company (FMR). This description is only intended to provide a brief overview of the fund. Read the fund's prospectus for more detailed information about the fund. BALANCED/HYBRID FUNDS Fidelity Balanced Fund Objective: Seeks income and capital growth consistent with reasonable risk Strategy: Investing approximately 60% of assets in stocks and other equity securities and the remainder in bonds and other debt securities, including lower-quality debt securities, when its outlook is neutral. Investing at least 25% of total assets in fixedincome senior securities (including debt securities and preferred stock.) Engaging in transactions that have a leveraging effect on the fund. Risk: Stock markets, especially foreign markets, are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Fixed income investments entail interest rate risk (as interest rates rise bond prices usually fall), the risk of issuer default, issuer credit risk and inflation risk. Foreign securities are subject to interest rate, currency exchange rate, economic, and political risks. Lower-quality bonds can be more volatile and have greater risk of default than higher-quality bonds. Leverage can increase market exposure and magnify investment risk. Who may want to invest: " Someone who is seeking to invest in a fund that invests in both stocks and bonds. " Someone who is seeking the potential both for income and for long-term share-price appreciation and who is willing to accept the volatility of the bond and stock markets. Footnotes: A mutual fund registered under Fidelity Puritan Trust, and managed by Fidelity Mgmt & Research Company (FMR). This description is only intended to provide a brief overview of the fund. Read the fund's prospectus for more detailed information about the fund. 12 For more information about your plan, go to

13 DOMESTIC EQUITY FUNDS Fidelity Equity-Income Objective: Seeks reasonable income. The fund will also consider the potential for Fund capital appreciation. The fund seeks a yield for its shareholders that exceeds the yield 0023 on the securities comprising the S&P 500 Index. Strategy: Normally investing at least 80% of assets in equity securities. Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks. Risk: Stock markets, especially foreign markets, are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Value stocks can perform differently from the market as a whole. They can remain undervalued by the market for long periods of time. Who may want to invest: " Someone who is seeking the potential for long-term share-price appreciation and, secondarily, dividend income. " Someone who is comfortable with the volatility of large-cap stocks and value-style investments. Footnotes: A mutual fund registered under Fidelity Devonshire Trust, and managed by Fidelity Mgmt & Research Company (FMR). This description is only intended to provide a brief overview of the fund. Read the fund's prospectus for more detailed information about the fund. The S&P 500 Index is a registered service mark of The McGraw-Hill Companies, Inc., and has been licensed for use by Fidelity Distributors Corporation and its affiliates. It is an unmanaged index of the common stock prices of 500 widely held U.S. stocks that includes the reinvestment of dividends. Fidelity Fund 0003 Objective: Seeks long-term capital growth. Strategy: Normally investing primarily in common stocks. Investing in either "growth" stocks or "value" stocks or both. Risk: Stock markets, especially foreign markets, are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Foreign securities are subject to interest rate, currency exchange rate, economic, and political risks. Who may want to invest: " Someone who is seeking the potential for long-term share-price appreciation and, secondarily, dividend income. " Someone who is seeking both growth- and value-style investments and who is willing to accept the volatility associated with investing in the stock market. Footnotes: A mutual fund registered under Fidelity Hastings Street Trust, and managed by Fidelity Mgmt & Research Company (FMR). This description is only intended to provide a brief overview of the fund. Read the fund's prospectus for more detailed information about the fund. 13

14 Fidelity Growth Strategies Fund 0324 Fidelity Mid-Cap Stock Fund 0337 Objective: Seeks capital appreciation. Strategy: Normally investing in companies FMR believes offer the potential for accelerated earnings or revenue growth (stocks of these companies are often called "growth" stocks). Normally investing primarily in common stocks. Focusing investments in medium-sized companies, but may also invest substantially in larger or smaller companies. Risk: The value of the fund's domestic and foreign investments will vary from day to day in response to many factors. Stock values fluctuate in response to the activities of individual companies, general market, and economic conditions. You may have a gain or loss when you sell your shares. The securities of smaller, less well-known companies may be more volatile than those of larger companies. Foreign investments involve greater risks than those of U.S. investments. 'Growth' stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks. Who may want to invest: " Someone who is seeking the potential for long-term share-price appreciation. " Someone who is willing to accept the generally greater price volatility associated both with growth-oriented stocks and with smaller companies. Short-term Redemption Fee Notes: This fund has a Short-term Redemption Fee of 1.50% for shares held less than 90 days. Footnotes: A mutual fund registered under Fidelity Mt. Vernon Street Trust, and managed by Fidelity Mgmt & Research Company (FMR). This description is only intended to provide a brief overview of the fund. Read the fund's prospectus for more detailed information about the fund. Objective: Seeks long-term growth of capital. Strategy: Normally investing at least 80% of assets in common stocks of companies with medium market capitalizations (companies with market capitalization similar to companies in the Russell Midcap Index or the S&P MidCap 400). Investing in either "growth" stocks or "value" stocks or both. Potentially investing in companies with smaller or larger market capitalization. Risk: Stock markets, especially foreign markets, are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. The securities of smaller, less well-known companies can be more volatile than those of larger companies. Foreign securities are subject to interest rate, currency exchange rate, economic, and political risks Who may want to invest: " Someone who is seeking the potential for long-term share-price appreciation. " Someone who is willing to accept the generally greater price volatility associated both with growth-oriented stocks and with smaller companies. Short-term Redemption Fee Notes: This fund has a Short-term Redemption Fee of 0.75% for shares held less than 30 days. Footnotes: A mutual fund registered under Fidelity Commonwealth Trust, and managed by Fidelity Mgmt & Research Company (FMR). This description is only intended to provide a brief overview of the fund. Read the fund's prospectus for more detailed information about the fund. The Russell Midcap Index is an unmanaged market capitalization-weighted index of 800 medium-capitalization stocks. The stocks are also members of the Russell 1000 index. The S&P MidCap 400 Index is an unmanaged market capitalization-weighted index of 400 medium-capitalization stocks. 14 For more information about your plan, go to

15 Spartan 500 Index - Investor Class 0650 Objective: Seeks to provide investment results that correspond to the total return (i.e., the combination of capital changes and income) performance of common stocks publicly traded in the United States. Strategy: Normally investing at least 80% of assets in common stocks included in the S&P 500 Index, which broadly represents the performance of common stocks publicly traded in the United States. Risk: Stock markets, especially foreign markets, are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Who may want to invest: " Someone who is seeking the potential for long-term share-price appreciation and, secondarily, dividend income. " Someone who is seeking both growth- and value-style investments and who is willing to accept the volatility associated with investing in the stock market. Footnotes: A mutual fund registered under Fidelity Concord Street Trust, and managed by Fidelity Mgmt & Research Company (FMR). This description is only intended to provide a brief overview of the fund. Read the fund's prospectus for more detailed information about the fund. As of January 22, 2010, this fund changed its name from Spartan U.S. Equity Index Fund - Investor Class. The S&P 500 Index is a registered service mark of The McGraw-Hill Companies, Inc., and has been licensed for use by Fidelity Distributors Corporation and its affiliates. It is an unmanaged index of the common stock prices of 500 widely held U.S. stocks that includes the reinvestment of dividends. INTERNATIONAL/GLOBAL FUNDS Fidelity Diversified Objective: Seeks capital growth. International Fund Strategy: Normally investing primarily in non-u.s. securities. Normally investing 0325 primarily in common stocks. Risk: Stock markets, especially foreign markets, are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Foreign securities are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. Who may want to invest: " Someone who is seeking to complement a portfolio of domestic investments with international investments, which can behave differently. " Someone who is willing to accept the higher degree of risk associated with investing overseas. Short-term Redemption Fee Notes: This fund has a Short-term Redemption Fee of 1.00% for shares held less than 30 days. Footnotes: A mutual fund registered under Fidelity Investment Trust, and managed by Fidelity Mgmt & Research Company (FMR). This description is only intended to provide a brief overview of the fund. Read the fund's prospectus for more detailed information about the fund. 15

16 ASSET ALLOCATION FUNDS Fidelity Asset Manager Objective: Seeks high total return with reduced risk over the long term by allocating 50% its assets among stocks, bonds, and short-term instruments Strategy: Maintaining a neutral mix over time of 50% of assets in stocks, 40% of assets in bonds, and 10% of assets in short-term and money market instruments though FMR may overweight or underweight in each asset class. Allocating the fund's assets among stocks, bonds, and short-term and money market instruments, either through direct investment or by investing in Fidelity central funds that hold such investments. Risk: Stock markets, especially foreign markets, are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Fixed income investments entail interest rate risk (as interest rates rise bond prices usually fall), the risk of issuer or counterparty default, issuer credit risk and inflation risk Foreign securities are subject to interest rate, currency exchange rate, economic, and political risks of which are magnified in emerging markets. Lowerquality bonds can be more volatile and have greater risk of default than higher-quality bonds. Leverage can increase market exposure and magnify investment risks. Who may want to invest: " Someone who is seeking to invest in a fund that invests in both stocks and bonds. " Someone who is seeking the potential both for income and for long-term share-price appreciation and who is willing to accept the volatility of the bond and stock markets. Footnotes: A mutual fund registered under Fidelity Charles Street Trust, and managed by Fidelity Mgmt & Research Company (FMR). This description is only intended to provide a brief overview of the fund. Read the fund's prospectus for more detailed information about the fund. 16 For more information about your plan, go to

17 ENROLLMENT FORM Social Security Number Plan Number: Plan Name: Smartbargains, Inc. 401(k) Plan Participant Information Participant Name: Participant Address: Last First Middle Initial Street City State Zip Date of Birth: Date of Hire: I want to: (Select one) # Enroll # Re-Enroll # Waive my right to make pretax contributions at this time Pretax Contribution Information Please indicate the percentage you wish to defer as a pretax contribution from your salary each payroll period. If you are or will be age 50 or older by the end of the calendar year, you are permitted to defer an additional amount in excess of the limits you would otherwise be subject to. Such catch-up contributions are subject to annual limits provided under Code Section 414(v). For additional information on catch-up contributions, please check with your Employer or Investment Professional. I elect to contribute each payroll period the following whole percentage of my eligible Compensation amount on a PRETAX basis: % (You must elect a minimum contribution of %) (Your election should not exceed 60% of your eligible Compensation unless you are age 50 or will turn age 50 during the current calendar year. Eligible Compensation under the Plan is limited to the applicable dollar limit in effect under Federal law for the plan year. Your total pretax contributions and Roth 401(k) contributions for the calendar year cannot exceed the applicable dollar limit in effect under Federal law for the plan year. Investment Elections I choose to invest my Account as follows: Indicate a whole percentage for each fund. The TOTAL of the percentages invested in all funds must equal 100%. Permissible Investment Option Name Investment Option Number 1 Managed Income Portfolio Fidelity Government Income Fund Fidelity Balanced Fund Fidelity Equity-Income Fund Fidelity Fund Spartan 500 Index - Investor Class Fidelity Growth Strategies Fund Fidelity Mid-Cap Stock Fund 0337 *5VECMENRL01Z* 5VECMENRL01Z Percentage

18 9 Fidelity Diversified International Fund Fidelity Asset Manager 50% 0314 Total 100% Note: Your investment elections will not apply to Plan assets received from a prior custodian/trustee until all Participant Account information has been received and reconciled by Fidelity. Participant Signature I understand that my contribution election will become effective on the first payroll period that my Employer can reasonably process it and that my election will continue in effect until I change or revoke it or terminate my employment. I hereby certify that the above Participant information is true, accurate and complete, and I authorize my Employer to reduce my eligible Compensation by the percentage(s) indicated above and to make a contribution to the Plan on my behalf. I understand that I have the right to obtain a prospectus for more information about the Plan s investment options by contacting Fidelity at PARTICIPANT DATE Employer Authorization The Plan Administrator must provide the information on this form in an acceptable media to Fidelity before any contributions can be made on behalf of this Participant. Participation Date: Employee Number: Vesting Date: Years of Service: Division: Only an authorized signer designated in the Plan s Service Agreement may sign below as the Plan Administrator. As Plan Administrator I hereby acknowledge receipt of this form. PLAN ADMINISTRATOR PRINT NAME* PLAN ADMINISTRATOR SIGNATURE(must be an authorized signer)* DATE *Note: The Plan Administrator should both print and sign his/her name in the spaces given. Form Completion Checklist Before submitting this form, please verify that you have included the following information: Participant's social security number Investment Elections (Whole percentages totaling 100%) Participant signature Plan Administrator signature

19 Plan Smartbargains, Inc. 401(k) Plan Name: Social Security Number - - DESIGNATION OF BENEFICIARY FORM Plan Number: Participant Information Note: Instructions to complete this form are attached at the end of this form. Name: Address: Last First Middle Initial Street City State Zip Marital Status: Single Married Primary Beneficiary I understand that if I am married, my spouse shall automatically be my designated Beneficiary unless I elect otherwise and my spouse consents to such election. I hereby designate the following person or persons as primary Beneficiaries of my Account under the Plan payable in the event of my death. Name: Social Security Number: Address: Date of Birth: Relationship to Participant: Percentage: Name: Social Security Number: Address: Date of Birth: Relationship to Participant: Percentage: The total of the percentages cannot exceed 100%. When more than one Beneficiary is designated, and no percentage is specified, payment will be made in equal shares to each surviving Beneficiary, or all to the last surviving Beneficiary. Contingent Beneficiary In the event that there is no living primary Beneficiary at my death, I hereby designate the following person or persons as contingent Beneficiaries of my Account: Name: Social Security Number: Address: Date of Birth Relationship to Participant: Percentage: Name: Social Security Number: Address: Date of Birth: Relationship to Participant: Percentage: The total of the percentages cannot exceed 100%. When more than one Beneficiary is designated, and no percentage is specified, payment will be made in equal shares to each surviving Beneficiary, or all to the last surviving Beneficiary. Participant Signature I reserve the right to revoke or change any Beneficiary designation. I hereby revoke all my prior designations (if any) of primary and contingent Beneficiaries. PARTICIPANT DATE Married Participants please see below:

20 Please return this form to the Plan Administrator after you have completed it. Employer Authorization Only an authorized signer of the Employer as designated in the Plan s Service Agreement may sign below as the Plan Administrator. As Plan Administrator I hereby acknowledge receipt of this form. PLAN ADMINISTRATOR PRINT NAME* PLAN ADMINISTRATOR SIGNATURE(must be an authorized signer)* DATE * Note: The Plan Administrator should both print and sign his/her name in the spaces given. The Plan Administrator will maintain possession of this form.

21 Consent of Spouse I acknowledge that I am the spouse of the Participant named on the reverse side of this form. I hereby certify that I have read this Designation of Beneficiary Form and understand that I possess a beneficial interest in my spouse's Account under the Plan if I survive him/her. I hereby acknowledge and consent to the Designation of Beneficiary on the reverse side of this form. My consent shall be irrevocable unless my spouse subsequently changes the Designation of Beneficiary. If my spouse changes the designation, {Choose (a) or (b)}: # (a) I understand I must sign a new consent to the new designation for it to be effective. # (b) I waive my right to consent to any future change in designation. I understand I have the right to restrict my consent only to the Beneficiary(ies) designated on the reverse side of this form by checking box (a). I have executed this consent this day of,. Plan Representation Signature of spouse witnessed this day of,, in the presence of: Signature of Participant's Spouse (Must be witnessed by a Plan Representative or a Notary Public) Plan Representative Notary Public OR (Print Name) STATE OF COUNTY OF (ss.) On this day of,, before me appeared who acknowledged herself or himself to be the person who executed the consent set forth above and acknowledged the consent to be his or her free act and deed. My Commission Expires: Notary Public Please return this form to the Plan Administrator after you have completed it.

22 INSTRUCTIONS FOR DESIGNATING OR CHANGING BENEFICIARY General Instruction These instructions will assist you in properly completing the Primary and Contingent Beneficiary Section(s) of the Designation of Beneficiary Form. (1) To designate one person, insert the name and relationship in the spaces provided. If your Beneficiary is not related to you, show relationship as Friend. (2) If you wish to name your estate, insert Estate in the blank space. (3) If you wish to designate a trust, insert the name of the trustee and trust in the blank space using language similar to the following example: To X Bank as Trustee, or its successor Trustee, of the John E. Jones Trust dated the 26th day of June, to your plan administrator, including any amendments to the Trust. (4) If you wish to designate more than one Beneficiary - here are the most common examples: Three or more beneficiaries: Unborn children: James O. Jones, brother Paul A. Jones, brother Jane A. Smith, sister My children living at my death Note: Unless you provide otherwise in completing the Designation of Beneficiary Form, the Trustee will pay all sums payable to more than one Beneficiary equally to the living Beneficiaries. (5) Contingent Beneficiaries only receive benefits if all named primary Beneficiaries die before you. Spousal Consent

23 Incoming Rollover Instructions Plan Name: Smartbargains, Inc. 401(k) Plan Plan Number: If you have a balance in a former employer s retirement plan and/or an IRA, you may want to consider consolidating your assets in the Smartbargains, Inc. 401(k) Plan. Keeping your retirement savings in a single plan can help simplify performance tracking, provide greater convenience in making investment changes, and minimize paperwork. Rolling money into the Smartbargains, Inc. 401(k) Plan is a three-step process. Please follow these instructions to ensure that your rollover is completed in a timely and accurate manner. Please note: Failure to follow these instructions may result in a delay in the processing of your request and may jeopardize your ability to roll over your distribution. REQUEST YOUR DISTRIBUTION: Request the distribution from your prior employer s qualified plan or an Individual Retirement Account (IRA). There are two distribution check payable options: 1. The distribution check is made payable to Fidelity Management Trust Company (or FMTC) for the benefit of the participant. The check must be from the distributing trustee or custodian. (Personal checks are not acceptable.) 2. If the distribution check is made payable to the Participant you must send your rollover to Fidelity via a certified check or money order for the amount you are rolling over. Fidelity does not accept wire transfers of funds. You must request a CHECK from your previous plan or IRA. Check should be mailed directly to you. Once you receive the check, please follow the directions below. COMPLETE YOUR ROLLOVER APPLICATION: The employee must complete the following sections of the Rollover Form (Attached): Employee Information, Rollover Contribution Information (include specific rollover amount), Investment Elections (Must be in whole numbers and total 100%), and participant signature. The employee forwards the completed Rollover Form and check to the Plan Administrator. The Plan Administrator must review the form for completeness and accuracy, sign, and date the form on the Plan Administrator line in the Signatures section. The Rollover Form along with the rollover check is then sent to Fidelity Investments using the address information below. If you are not sure of the Rollover Type, please contact your prior Plan Administrator for verification. An incorrect Rollover Type could invalidate your rollover. MAIL THE INFORMATION: The plan Sponsor should mail check and completed Rollover Form to one of the following addresses: Regular Address: Overnight Address: Fidelity Investments Retirement Services Company Fidelity Investments Client Services Operations Client Services Operations P.O. Box Crosby Parkway (KC1F-E) Cincinnati, OH Covington, KY Please include all of the information requested. Incomplete forms and the accompanying check will be returned to you and may jeopardize your ability to rollover your distribution. Once your rollover contribution is accepted into the Smartbargains, Inc. 401(k) Plan, you can log onto Fidelity NetBenefits at to view your rollover contribution and investment election(s).

24 ROLLOVER FORM Social Security Number Plan Number: Plan Name: Smartbargains, Inc. 401(k) Plan Participant Information Participant Name: Participant Address: Last First Middle Initial Street City State Zip Division: Hire Date: Birth Date: Rollover Contribution Information I request that the amounts below be rolled into my current Employer s Plan. (Rollover Contributions may only be made in the form of cash, allowable mutual fund shares, or, if allowed by your current Employer's Plan, promissory notes from your prior employer's qualified plan.) I have attached a certified check, money order, or check from the prior trustee, made payable to Fidelity Management Trust Company as Trustee, and it represents one of the following: Pre-Tax Rollover Type 401(a) 403(b) R/O IRA Traditional IRA Gov t 457 After-Tax Earnings Description A distribution from a prior employer's qualified 401(a) plan either as a direct rollover or as paid directly to me less applicable taxes A distribution from a previous employer s 403(b) plan (Note: Existing monies within the current Employer s Plan will lose favorable tax treatment) A distribution from a Rollover Individual Retirement Account and earnings thereon ("conduit IRA") A distribution from a traditional Individual Retirement Account ("Non-Conduit IRA") A distribution from a Governmental 457 retirement plan (Note: Rollover monies will be subject to 401(k) rules for early distribution) Fidelity Dollar Code Amount 1K $ 3B $ IC $ IN $ 7G $ Earnings from an after-tax source is considered a pre-tax rollover 1K $ After -Tax 401(a) A distribution of employee after-tax contributions to a 401(a) plan (Note: earnings on After-Tax are considered a Pre-Tax Rollover and are included above) 1K $ $ Total Amount of Rollover (Verify this sum equals the amount of the checks) Note: A Rollover Contribution paid directly to the participant or from an IRA must be received by Fidelity within 60 days of your receipt of such distribution. The Plan Administrator reserves the right to require sufficient evidence that your distribution is from a qualified retirement plan or an IRA. *5VECMROLL01Z* 5VECMROLL01Z

25 Investment Elections I choose to invest my Rollover Contribution as follows: (Indicate a whole percentage for each fund. Percentages containing fractions or decimal points will not be accepted. The TOTAL of the percentages invested in all funds must equal 100%.) Permissible Investment Option Name Investment Option Number 1 Managed Income Portfolio Fidelity Government Income Fund Fidelity Balanced Fund Fidelity Equity-Income Fund Fidelity Fund Spartan 500 Index - Investor Class Fidelity Growth Strategies Fund Fidelity Mid-Cap Stock Fund Fidelity Diversified International Fund Fidelity Asset Manager 50% 0314 Whole Percentage Total 100% Note: Your investment elections above will only apply to your Rollover Contribution and not your current Plan assets in your Account. Participant Signature I understand that I must satisfy the Plan's eligibility and entry date requirements to become an Active Participant in the Plan. I hereby certify that the information on this form is true, accurate and complete. PARTICIPANT DATE Employer Authorization Only an authorized signer designated in the Plan s Service Agreement may sign below as the Plan Administrator. As Plan Administrator, I authorize the Participant's Rollover Contribution. PLAN ADMINISTRATOR PRINT NAME* PLAN ADMINISTRATOR SIGNATURE(must be an authorized signer)* DATE * Note: The Plan Administrator should both print and sign his/her name in the spaces given. Form Completion Checklist Before Submitting this form please verify that you have included the following information: # Participant's social security number # Participant signature # Investment Elections (Whole percentages totaling 100%) # Plan Administrator signature